UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 10 - Q
[X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2002
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from to
Commission File Number 33-23094
-------------------------------
Middlefield Banc Corp.
(Exact name of registrant as specified in its charter)
Ohio 34-1585111
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
15985 East High Street, Middlefield, Ohio 44062-0035
(Address of principal executive offices)
(440) 632-1666
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
Class: Common Stock, without par value
Outstanding at May 8, 2002: 1,103,744
MIDDLEFIELD BANC CORP.
INDEX
Page
Number
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (Unaudited) as of 3
March 31, 2002 and December 31, 2001
Consolidated Statement of Income (Unaudited)
for the Three Months ended March 31, 2002 and 2001 4
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) 5
Consolidated Statement of Cash Flows (Unaudited)
for the Three Months ended March 31, 2002 and 2001 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 - 15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Default Upon Senior Securities 16
Item 4. Submissions of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8 - K 16
SIGNATURES 17
-2-
MIDDLEFIELD BANC CORP.
CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, December 31,
2002 2001
-------------- --------------
ASSETS
Cash and due from banks $ 3,722,638 $ 3,443,435
Federal funds sold 1,480,000 2,450,000
-------------- --------------
Cash and cash equivalents 5,202,638 5,893,435
Interest-bearing deposits in other institutions 1,243,055 1,240,207
Investment securities available for sale 22,667,551 21,179,786
Investment securities held to maturity (estimated
market value of $8,917,481 and $10,471,978) 8,712,359 10,229,068
Loans 159,307,880 152,828,355
Less allowance for loan losses 2,095,246 2,062,252
-------------- --------------
Net loans 157,212,634 150,766,103
Premises and equipment 6,375,160 6,244,797
Accrued interest and other assets 2,706,127 2,304,568
-------------- --------------
TOTAL ASSETS $ 204,119,524 $ 197,857,964
============== ==============
LIABILITIES
Deposits:
Noninterest-bearing demand $ 23,169,308 $ 24,952,407
Interest-bearing demand 7,776,166 6,523,152
Money market 8,306,196 7,940,807
Savings 45,242,152 41,518,906
Time 86,522,045 86,447,456
-------------- --------------
Total deposits 171,015,867 167,382,728
Short-term borrowings 665,261 660,678
Other borrowings 11,238,983 9,301,334
Accrued interest and other liabilities 1,107,152 726,417
-------------- --------------
TOTAL LIABILITIES 184,027,263 178,071,157
-------------- --------------
STOCKHOLDERS' EQUITY
Common stock, no par value; 5,000,000 shares authorized,
1,149,266 and 1,148,676 shares issued 6,301,171 6,287,011
Retained earnings 15,192,791 14,842,519
Accumulated other comprehensive income 74,739 133,717
Treasury stock, at cost (45,722 shares) (1,476,440) (1,476,440)
-------------- --------------
TOTAL STOCKHOLDERS' EQUITY 20,092,261 19,786,807
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 204,119,524 $ 197,857,964
============== ==============
See accompanying notes to unaudited consolidated financial statements.
-3-
MIDDLEFIELD BANC CORP.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Three Months Ended
March 31,
2002 2001
------------------ -----------------
INTEREST INCOME
Interest and fees on loans $ 2,999,617 $ 2,821,950
Interest-bearing deposits in
other institutions 16,436 15,104
Federal funds sold 15,653 42,667
Investment securities:
Taxable interest 285,086 299,881
Tax-exempt interest 109,531 119,824
------------------ -----------------
Total interest income 3,426,323 3,299,426
------------------ -----------------
INTEREST EXPENSE
Deposits 1,388,572 1,514,724
Short-term borrowings 1,272 4,894
Other borrowings 146,224 136,008
------------------ -----------------
Total interest expense 1,536,068 1,655,626
------------------ -----------------
NET INTEREST INCOME 1,890,255 1,643,800
Provision for loan losses 75,000 39,000
------------------ -----------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,815,255 1,604,800
------------------ -----------------
NONINTEREST INCOME
Service charges on deposit accounts 222,910 222,041
Other income 38,167 36,624
------------------ -----------------
Total noninterest income 261,077 258,665
------------------ -----------------
NONINTEREST EXPENSE
Salaries and employee benefits 578,865 545,367
Occupancy expense 87,242 80,161
Equipment expense 83,208 60,836
Data processing costs 84,968 64,914
Ohio state franchise tax 67,550 60,050
Other expense 357,589 278,980
------------------ -----------------
Total noninterest expense 1,259,422 1,090,308
------------------ -----------------
Income before income taxes 816,910 773,157
Income taxes 268,000 235,900
------------------ -----------------
NET INCOME $ 548,910 $ 537,257
================== =================
EARNINGS PER SHARE
Basic $ 0.50 $ 0.49
Diluted 0.50 0.49
See accompanying notes to unaudited consolidated financial statements.
-4-
MIDDLEFIELD BANC CORP.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
Accumulated
Other Total
Common Retained Comprehensive Treasury Stockholders' Comprehensive
Stock Earnings Income Stock Equity Income
-------- ---------- --------------- ---------- --------------- --------------
Balance, December 31, 2001 $ 6,287,011 $ 14,842,519 $ 133,717 $ (1,476,440) $ 19,786,807
Net income 548,910 548,910 $ 548,910
Other comprehensive income:
Unrealized loss on available for sale
securities net of tax benefit of
$30,383 (58,978) (58,978) (58,978)
-----------
Comprehensive income $ 489,932
===========
Stock options exercised 14,160 14,160
Cash dividends ($.18 per share) (198,638) (198,638)
----------- ------------ --------- ------------ ------------
Balance, March 31, 2002 $ 6,301,171 $ 15,192,791 $ 74,739 $ (1,476,440) $ 20,092,261
=========== ============ ========= ============ ============
See accompanying notes to unaudited consolidated financial statements.
-5-
MIDDLEFIELD BANC CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
2002 2001
-------------- -------------
OPERATING ACTIVITIES
Net income $ 548,910 $ 537,257
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses 75,000 39,000
Depreciation 81,777 71,796
Amortization of premium and
discount on investment securities 24,356 12,116
Amortization of net deferred loan costs (fees) (58,051) 9,204
Increase in accrued interest receivable (99,375) (61,772)
Increase (decrease) in accrued interest payable (91,871) 90,151
Other, net 227,275 (32,363)
-------------- -------------
Net cash provided by operating activities 708,021 665,389
-------------- -------------
INVESTING ACTIVITIES
Increase in interest-bearing deposits in other
institutions, net (2,848) -
Investment securities available for sale:
Proceeds from repayments and maturities 960,525 1,368,956
Purchases (2,553,750) (3,610,741)
Investment securities held to maturity:
Proceeds from repayments and maturities 1,508,452 2,314,300
Increase in loans, net (6,463,480) (1,577,529)
Purchase of Federal Home Loan Bank stock (26,470) -
Purchase of premises and equipment (212,140) (124,219)
-------------- -------------
Net cash used for investing activities (6,789,711) (1,629,233)
-------------- -------------
FINANCING ACTIVITIES
Net increase in deposits 3,633,139 4,605,286
Increase (decrease) in short-term borrowings, net 4,583 (129,479)
Repayment of other borrowings (62,351) (57,335)
Proceeds from other borrowings 2,000,000 -
Proceeeds from stock options exercised 14,160 -
Cash dividends (198,638) (154,414)
-------------- -------------
Net cash provided by financing activities 5,390,893 4,264,060
-------------- -------------
Increase (decrease) in cash and cash equivalents (690,797) 3,300,216
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,893,435 4,839,875
-------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,202,638 $ 8,140,091
============== =============
SUPPLEMENTAL INFORMATION
Cash paid during the year for:
Interest on deposits and borrowings $ 1,627,939 $ 1,565,475
Income taxes - -
See accompanying notes to unaudited consolidated financial statements.
-6-
MIDDLEFIELD BANC CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of Middlefield Banc Corp. ("Middlefield")
includes its wholly owned subsidiary, The Middlefield Banking Company (the
"Bank"). All significant intercompany items have been eliminated.
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and the instructions for Form 10-Q and Article 10
of Regulation S-X. In Management's opinion, the financial statements include
all adjustments, consisting of normal recurring adjustments, that Middlefield
considers necessary to fairly state Middlefield's financial position and the
results of operations and cash flows. The balance sheet at December 31, 2001,
has been derived from the audited financial statements at that date but does not
include all of the necessary informational disclosures and footnotes as required
by accounting principles generally accepted in the United States of America.
The accompanying financial statements should be read in conjunction with the
financial statements and notes thereto included with Middlefield's Form 10-K
(File No. 33-23094). The results of Middlefield's operations for any interim
period are not necessarily indicative of the results of Middlefield's operations
for any other interim period or for a full fiscal year.
NOTE 2 - EARNINGS PER SHARE
Middlefield provides dual presentation of Basic and Diluted earnings per share.
Basic earnings per share utilizes net income as reported as the numerator and
the actual average shares outstanding as the denominator. Diluted earnings per
share includes any dilutive effects of options, warrants, and convertible
securities.
-7-
NOTE 2 - EARNINGS PER SHARE (Continued)
There are no convertible securities which would affect the numerator in
calculating basic and diluted earnings per share; therefore, net income as
presented on the Consolidated Statement of Income will be used as the numerator.
The following table sets forth the composition of the weighted-average common
shares (denominator) used in the basic and diluted earnings per share
computation.
Weighted-average common shares outstanding 1,148,938 1,148,676
Average treasury stock shares (45,722) (45,722)
---------- ---------
Weighted-average common shares and
common stock equivalents used to
calculate basic earnings per share 1,103,216 1,102,954
Additional common stock equivalents
(stock options) used to calculate
diluted earnings per share 1,061 1,350
---------- ---------
Weighted-average common shares and
common stock equivalents used
to calculate diluted earnings per share 1,104,277 1,104,304
========== =========
Options to purchase 9,500 shares of common stock at prices from $31.00 to $31.75
per share were outstanding during 2002 and 2001 but were not included in the
computation of diluted EPS because to do so would have been anti-dilutive.
NOTE 3 - COMPREHENSIVE INCOME
The components of comprehensive income consist exclusively of unrealized gains
and losses on available for sale securities. For the three months ended March
31, 2002, this activity is shown under the heading Comprehensive Income as
presented in the Consolidated Statement of Changes in Stockholders' Equity
(Unaudited). For the three months ended March 31, 2001, comprehensive income
totaled $639,185.
-8-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
General
- -------
The Private Securities Litigation Act of 1995 contains safe harbor provisions
regarding forward-looking statements. Forward-looking statements can be
identified by terminology such as "believes," "expects," "anticipates,"
"estimates," "intends," "should," "will," "plans," "potential" and similar
words. Forward-looking statements are also statements that are not statements of
historical fact. Forward-looking statements necessarily involve risks and
uncertainties. They are merely predictive or statements of probabilities,
involving known and unknown risks, uncertainties and other factors.
If one or more of these risks of uncertainties occurs or if the underlying
assumptions prove incorrect, actual results in 2002 and beyond could differ
materially from those expressed in or implied by the forward-looking statements.
Forward-looking statements are based upon a variety of estimates and
assumptions. The estimates and assumptions involve judgments about a number of
things, including future economic, competitive, and financial market conditions
and future business decisions. These matters are inherently subject to
significant business, economic and competitive uncertainties, all of which are
difficult to predict and many of which are beyond Middlefield's control.
Although Middlefield believes its estimates and assumptions are reasonable,
actual results could vary materially from those shown. Inclusion of forward-
looking information in this Form 10-Q does not constitute a representation by
Middlefield or any other person that the indicated results will be achieved.
Investors are cautioned not to place undue reliance on forward-looking
information.
Comparison of Financial Condition at March 31, 2002 and December 31, 2001.
- -------------------------------------------------------------------------
Total assets increased $6.3 million to $204.1 million at March 31, 2002 from
$197.9 million at December 31, 2001. This increase primarily resulted from an
increase in net loans receivable of $6.4 million that was funded by net
increases in deposits and borrowings of $3.6 million and $1.9 million,
respectively.
Total loans increased to $159.3 million at March 31, 2002 from $152.8 million at
December 31, 2001. The increase in net loans receivable resulted from the
economic health of Middlefield's market area and the strategic, service-oriented
marketing approach taken by management to meet the lending needs of the area.
The majority of the increased lending activity is predominately residential
mortgage loans and commercial and commercial real estate. Such loans grew $3.4
million and $3.3 million, respectively, at March 31, 2002. The increased
lending is attributed to continued customer referrals and Middlefield's overall
relationship with its customers.
-9-
The allowance for loan losses represents the amount that management estimates is
adequate to provide for probable losses inherent in the loan portfolio, as of
the balance sheet date. Accordingly, all loan losses are charged to the
allowance, and all recoveries are credited to it. At March 31, 2002,
Middlefield's allowance for loan losses remained relatively unchanged at $2.1
million. The allowance for loan losses is established through a provision for
loan losses, which is charged to operations. The provision is based on
management's periodic evaluation of the adequacy of the allowance for loan
losses, taking into account the overall risk characteristics of the various
portfolio segments, past experience with losses, the impact of economic
conditions on borrowers, and other relevant factors. The estimates used to
determine the adequacy of the allowance for loan losses, including the amounts
and timing of future cash flows expected on impaired loans, are particularly
susceptible to significant change in the near term. The total allowance for loan
losses is a combination of a specific allowance for identified problem loans, a
formula allowance, and an unallocated allowance.
Total deposits increased to $171.0 million at March 31, 2002 from $167.4 million
at December 31, 2001. Growth was primarily concentrated in savings deposits and
resulted from continual marketing efforts by management, as well as customer
preferences to readily accessible deposit products.
Other borrowings increased to $11.2 million at March 31, 2002 from $9.3 million
at December 31, 2001. This increase was the result of an additional $2.0
million in Federal Home Loan Bank borrowings to be repaid over a ten-year
period. As noted previously, the proceeds from this borrowing was used to fund
loan demand.
Total stockholders' equity increased to $20.1 million at March 31, 2002 due to
net income of $549,000 that was offset partially by dividend payments of
$199,000 and a reduction in accumulated other comprehensive income of $59,000.
Accumulated other comprehensive income decreased as a result of changes in the
net unrealized gain on investment securities available for sale due to
fluctuations in interest rates. Because of interest rate volatility,
accumulated other comprehensive income could materially fluctuate for each
interim period and year-end period depending on economic and interest rate
conditions. In addition, future dividend policies will be determined by the
Board of Directors in light of the earnings and financial condition of
Middlefield, including applicable governmental regulations and policies.
Comparison of Results of Operations for the Three Months Ended March 31, 2002
- -----------------------------------------------------------------------------
and 2001.
- --------
Middlefield recorded net income of $549,000 for the three month period ended
March 31, 2002 as compared to net income of $537,000 for the same period ended
March 31, 2001. This increase in net income was due to the significant growth in
net interest income of $246,000 while offset by increases in noninterest expense
and the provision for loan losses of $169,000 and $36,000 respectively. Basic
and diluted earnings per share increased to $.50 per share for the three months
ended March 31, 2002 from $.49 per share for the same period ended 2001.
-10-
Net interest income for the three months ended March 31, 2002 increased to
$1,890,000, compared to $1,644,000 for the same period ended 2001. Interest
income for the first three months of 2002 was $3,426,000 as compared to
$3,299,000 for the same period ended 2001. This increase of $127,000 was
influenced primarily by an increase in interest earned on loans receivable of
$178,000, while offset by decreases in interest earned on federal funds sold and
investment securities of $27,000 and $25,000, respectively. Although Middlefield
intentionally caused a decrease to its interest rate yields, interest income was
driven by increases in average balances of interest-earning assets. The average
balance of loans receivable increased $19,302,000 to $154.9 million during 2002,
as compared to $135.6 million for the 2001 period. The tax-equivalent yield on
interest earning assets decreased to 7.25% for the three months ended 2002 from
7.90% for same period ended 2001, and primarily resulted from a 58 basis point
and 67 basis point decrease in loans receivable and investment securities,
respectively. During 2001, the Federal Reserve Board adopted a policy of
aggressive interest rate reduction that resulted in this adverse impact on the
yield on earning assets.
Interest expense decreased $120,000 for the three months ended March 31, 2002 to
$1,536,000 from $1,656,000 for the same period ended 2001. Interest expense
incurred on deposits decreased $126,000 for the three months ended March 31,
2002 as compared to the same period ended 2001. This was primarily attributable
to a declining interest rate environment which resulted in the cost of funds
decreasing to 4.34% for the three months ended March 31, 2002 from 4.85% for the
same period 2001. The yield on certificates of deposit, money market, and
interest-bearing checking accounts declined 73 basis points, 100 basis points,
and 68 basis points, respectively, and reflect the overall trend in the interest
rate environment during this period. Slightly offsetting the declining rates was
an increase in the average balance of interest-bearing liabilities of $4.9
million to $141.5 million for the three months ended March 31, 2002.
Total non-interest income for the three months ended March 31, 2002 remained
relatively unchanged from 2001. Noninterest income items are primarily
comprised of service charges and fees on deposit account activity, along with
fee income derived from other financial related services.
Total non-interest expenses increased $169,000 for the three months ended March
31, 2002, as compared to the same period ended 2001. Compensation and employee
benefits increased $33,000 primarily as a result of normal merit raises.
Occupancy and equipment expenses increased $29,000 as a result of added capital
expenditures in prior years. As a result of increased transaction activity from
operating a larger organization, data processing expenses increased $20,000
during 2002 as compared to 2001. In addition, other expenses increased $79,000
for the three month period ended March 31, 2002 as compared to the prior year
period, as a result of costs incurred for professional fees associated with
outside assistance in complying with the increased levels of regulatory
compliance of a publicly reported company. Middlefield has also purchased land
for expansion of a new branch network in early 2003, and anticipates incurring
additional capital and operational expenditures in the next twelve months.
-11-
LIQUIDITY
Liquidity management for Middlefield is measured and monitored on both a short
and long-term basis, thereby allowing management to better understand and react
to emerging balance sheet trends. After assessing actual and projected cash flow
needs, management seeks to obtain funding at the most economical cost to
Middlefield. Both short and long-term liquidity needs are addressed by
maturities and sales of investment securities, loan payments and maturities, and
liquidating money market investments such as federal funds sold. The use of
these resources, in conjunction with access to credit, provide the core
ingredients to meet depositor, borrower, and creditor needs.
Middlefield's liquid assets consist of cash and cash equivalents, which include
investments in very short-term investments (i.e., federal funds sold), and
investment securities classified as available for sale. The level of these
assets is dependent on Middlefield's operating, investing, and financing
activities during any given period. At March 31, 2002, cash and cash equivalents
totaled $5.2 million or 2.6% of total assets while investment securities
classified as available for sale totaled $22.7 million or 11.1% of total assets.
Management believes that the liquidity needs of Middlefield are satisfied by the
current balance of cash and cash equivalents, readily available access to
traditional funding sources, FHLB advances, and the portion of the investment
and loan portfolios that mature within one year. These sources of funds will
enable Middlefield to meet cash obligations and off-balance sheet commitments as
they come due.
Operating activities provided net cash of $708,000 and $665,000 for the three
month periods ended March 31, 2002 and 2001, respectively, and were generated
principally from net income of approximately $550,000 for both periods.
Investing activities used $6.8 million and $1.6 million in funds during the
first three months of 2002 and 2001, respectively. These cash usages primarily
consisted of loan originations and repayments of $6.5 million and $1.6 million,
respectively.
Financing activities consist of the solicitation and repayment of customer
deposits, and borrowings and repayment. During the three months ended March 31,
2002, net cash provided by financing activities totaled $5.4 million,
principally derived from an increase in deposit accounts in general, and savings
deposits specifically. Also contributing to this influx of cash was proceeds
from borrowings of $2.0 million. During the same period ended 2001, net cash
provided by financing activities was $4.3 million, and consisted almost entirely
of an increase in deposit accounts.
Liquidity may be adversely affected by unexpected deposit outflows, excessive
interest rates paid by competitors, and similar matters. Management monitors
projected liquidity needs and determines the level desirable, based in part on
the bank's commitment to make loans, as well as management's assessment of
Middlefield's ability to generate funds. Middlefield anticipates it will have
sufficient liquidity available to meet estimated short-term and long-term
funding needs.
-12-
CAPITAL RESOURCES
Middlefield is subject to federal regulations that impose certain minimum
capital requirements. Management monitors both Middlefield's and the Bank's
Total risk-based, Tier I risk-based and Tier I leverage capital ratios in order
to assess compliance with regulatory guidelines. At March 31, 2002, both
Middlefield and the Bank exceeded the minimum risk-based and leverage capital
ratio requirements. Middlefield's Total risk-based, Tier I risk-based and Tier
I leverage ratios were 16.87%, 15.61%, 9.97%, and the bank's were 16.47%,
15.21%, 9.72%, respectively, at March 31, 2002.
RISK ELEMENT
The table below presents information concerning nonperforming assets including
nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real
estate loans, and repossessed assets. A loan is classified as nonaccrual when,
in the opinion of management, there are serious doubts about collectibility of
interest and principal. At the time the accrual of interest is discontinued,
future income is recognized only when cash is received. Renegotiated loans are
those loans which terms have been renegotiated to provide a reduction or
deferral of principal or interest as a result of the deterioration of the
borrower.
March 31, December 31,
2002 2001
----- -----
(Dollars in thousands)
Loans on nonaccrual basis $ 274 $ -
Loans past due 90 days or more and still accruing 96 254
----- -----
Total nonperforming loans $ 370 $ 254
----- -----
Nonperforming loans as a percent of total loans 0.23% 0.17%
===== =====
Nonperforming assets as a percent of total assets 0.18% 0.13%
===== =====
At March 31, 2002 and December 31, 2001, no real estate or other assets were
held as foreclosed or repossessed property.
Management monitors impaired loans on a continual basis. As of March 31, 2002,
impaired loans had no material effect on the Company's financial position or
results of operations.
During the three month period ended March 31, 2002, loans increased $6.5 million
while nonperforming loans increased to a total of $116,000. The allowance for
loan losses
-13-
increased $33,000 during this same period and the resulting percentage of
allowance for loan losses to loans outstanding declined to 1.32% as compared to
1.35% at December 31, 2001. Nonperforming loans are primarily made up of
residential and commercial mortgages. The collateral requirements on such loans
reduce the risk of potential losses to an acceptable level in management's
opinion.
The allowance for loan losses represents the amount that management estimates is
adequate to provide for probable losses inherent in the loan portfolio, as of
the balance sheet date. The relationship between the allowance for loan losses
and outstanding loans is a function of the credit quality and known risk
attributed to the loan portfolio. The on-going loan review program and credit
approval process is used to determine the adequacy of the allowance for loan
losses.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Like other financial institutions, the bank is subject to interest rate risk.
The bank's interest-earning assets could mature or reprice more rapidly than or
on a different basis from its interest-bearing liabilities (primarily borrowings
and deposits with short- and medium-term maturities) in a period of declining
interest rates. Although having assets that mature or reprice more frequently on
average than liabilities will be beneficial in times of rising interest rates,
that asset/liability structure will result in lower net interest income in
periods of declining interest rates.
Interest rate sensitivity, or interest rate risk, relates to the effect of
changing interest rates on net interest income. Interest-earning assets with
interest rates tied to the prime rate for example, or that mature in relatively
short periods of time, are considered interest-rate sensitive. Interest-bearing
liabilities with interest rates that can be repriced in a discretionary manner,
or that mature in relatively short periods of time, are also considered
interest-rate sensitive. The differences between interest-sensitive assets and
interest-sensitive liabilities over various time horizons are commonly referred
to as sensitivity gaps. As interest rates change, a sensitivity gap will have
either a favorable effect or an adverse effect on net interest income. A
negative gap -- with liabilities repricing more rapidly than assets -- generally
should have a favorable effect when interest rates are falling, and an adverse
effect when rates are rising. A positive gap -- with assets repricing more
rapidly than liabilities -- generally should have the opposite effect: an
adverse effect when rates are falling and a favorable effect when rates are
rising.
Middlefield and the bank have no financial instruments entered into for trading
purposes. Interest rates change daily on federal funds purchased and sold.
Federal funds are therefore the most sensitive to the market and have the most
stable fair values. Loans and deposits tied to indices such as the prime rate or
federal discount rate are also market sensitive, with stable fair values. The
least sensitive instruments include long-term, fixed-rate loans and securities
and fixed-rate savings deposits, which have the least stable fair value.
Management of maturity distributions of assets and liabilities between these
extremes is as important as the balances maintained. Management of maturity
-14-
distributions involves matching interest rate maturities as well as principal
maturities, and it influences net interest income significantly. In periods of
rapidly changing interest rates, a negative or positive gap can cause major
fluctuations in net interest income and earnings. Managing asset and liability
sensitivities to enhance growth regardless of changes in market conditions is
one of the objectives of the bank's asset/liability management strategy.
Evaluating the bank's exposure to changes in interest rates is the
responsibility of the Asset/Liability Committee, a committee of bank directors
and officers. The Asset/Liability Committee assesses both the adequacy of the
management process used to control interest rate risk and the quantitative level
of exposure, ensuring that appropriate policies, procedures, management
information systems and internal controls are in place to maintain interest rate
risk at appropriate levels. Evaluating the quantitative level of interest rate
risk exposure requires assessment of existing and potential effects of changes
in interest rates on the bank's financial condition, including capital adequacy,
earnings, liquidity and asset quality.
The bank uses an asset/liability model to support its balance sheet strategies.
Gap analysis, one of the methods used by management to analyze interest rate
risk, does not necessarily show the precise impact of specific interest rate
movements on Middlefield's net interest income because the re-pricing of certain
assets and liabilities is discretionary and is subject to competitive and other
pressures. In addition, assets and liabilities within the same period may, in
fact, be repaid at different times and at different rate levels. Middlefield
has not experienced the kind of earnings volatility that might be indicated from
gap analysis.
Middlefield's use of a simulation model to better measure the impact of interest
rate changes on net interest income is incorporated into the risk management
process to effectively identify, measure, and monitor Middlefield's risk
exposure. Interest rate simulations using a variety of assumptions are employed
by Middlefield to evaluate its interest rate risk exposure. A shock analysis at
March 31, 2002 indicated that a 200 basis point movement in interest rates in
either direction would have had a minor impact on Middlefield's anticipated net
interest income and the market value of assets and liabilities over the next 12
months, well within Middlefield's ability to manage effectively.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in rights of the Company's security holders
None
Item 3. Defaults by the Company on its senior securities
None
Item 4. Submission of matters to a vote of security holders
None
Item 5. Other information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included in this Report or incorporated
herein by reference:
3.1 Second Amended and Restated Articles of Incorporation of
Middlefield Banc Corp. *
3.2 Regulations of Middlefield Banc Corp. *
4 Specimen Stock Certificate *
10.1 1999 Stock Option Plan of Middlefield Banc Corp. *
10.2 Severance Agreement of President and Chief Executive Officer *
10.3 Severance Agreement of Executive Vice President *
10.4 Federal Home Loan Bank of Cincinnati Agreement for Advances and
Security Agreement dated September 14, 2000 *
10.5 Collateral Assignment Split Dollar Agreement between the
President and Chief Executive Officer and The Middlefield
Banking Company *
21 Subsidiaries of Middlefield Banc Corp. *
99.1 Form of Indemnification Agreement with directors of Middlefield
Banc Corp. and executive officers of Middlefield Banc Corp. and
The Middlefield Banking Company *
99.2 Independent Accountants Report
* Incorporated by reference to the identically numbered exhibit to the
December 31, 2001 Form 10-K (File No. 033-23094) filed with the SEC on
March 28, 2002.
(b) No reports on Form 8-K were filed by Middlefield Banc Corp. during the
quarter ended March 31, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned and hereunto duly authorized.
MIDDLEFIELD BANC CORP.
Date: May 10, 2002 By: /s/ Thomas G. Caldwell
-----------------------------
Thomas G. Caldwell
President and Chief Executive Officer
Date: May 10, 2002 By: /s/ Donald L. Stacy
-----------------------------
Donald L. Stacy
Principal Financial and Accounting
Officer
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